SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 23, 2006
WINTHROP REALTY TRUST
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(Exact Name of Registrant as Specified in Its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
001-06249 34-6513657
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(Commission File Number) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
(617) 570-4614
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(Registrant's Telephone Number, Including Area Code)
n/a
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFT|R 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 - Other Events
Lexington Corporate Properties Trust ("Lexington") and Newkirk Realty
Trust, Inc. ("Newkirk") announced that they have entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") dated as of July 23, 2006.
Pursuant to the Merger Agreement, Newkirk will be merged with and into Lexington
(the "Merger").
Winthrop Realty Trust (the "Company") holds 4.375.000 shares of common
stock of Newkirk. In connection with the Merger, the Company has entered into a
Voting Agreement with Lexington, attached hereto as Exhibit 10.1, pursuant to
which the Company shall vote the shares of Newkirk held by it in favor of the
Merger and any other matter contemplated under the Merger Agreement that could
reasonably be expected to facilitate the Merger; provided that the Voting
Agreement shall terminate upon the earlier of: the effective date of the Merger,
the termination of the Merger Agreement in accordance with its terms, the public
withdrawal by the Newkirk Board of its recommendation of the Merger or its
public approval of an acquisition proposal other than the Merger.
The Company has agreed to amend, at the effective time of the Merger, the
previously entered into Acquisition Agreement and the Assignment as respects net
lease assets of the Company's exclusivity agreement with Michael L. Ashner, the
Company's Chairman and Chief Executive Officer, both as currently in effect
between the Company and Newkirk, to permit the assignment and assumption of
Newkirk's rights and obligations thereunder to and by Lexington. In addition, at
the effective time of the Merger, all the shares of Newkirk common stock held by
the Company would immediately vest and no longer be subject to forfeiture and
the lock-up agreement with respect to such shares, currently in effect until
November 2008, would thereupon terminate. Further, upon consummation of the
Merger, the Company will be entitled to offset against the fees payable by the
Company under the advisory agreement with FUR Advisors $4.4 million of the fee
to be paid to NKT Advisors due to the termination of its advisory agreement with
Newkirk in connection with the Merger.
In addition, in connection with the Merger, Mr. Ashner will continue as a
trustee and executive officer of the merged company. In this regard, the Company
has entered into an agreement with Mr. Ashner relative to a proposed form of
employment agreement between Mr. Ashner and Lexington to become effective upon
the Merger. The agreement between the Company and Mr. Ashner is attached hereto
as Exhibit 10.2 and provides that, among other things, in the event Lexington
makes a real estate investment other than in a net-lease asset and Mr. Ashner
shall thereby have the right to terminate his employment with Lexington, that
Mr. Ashner is obligated to terminate his employment and other positions with
Lexington, unless a majority of the independent trustees of the Company consent
to his remaining with Lexington. Further, Mr. Ashner shall not agree to certain
amendments to his employment agreement without the consent of the majority of
the independent trustees of the Company.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Voting Agreement between the Company and Lexington dated July 23,
2006
10.2 Agreement between Michael L. Ashner and Company dated July 23, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on this 24th day of June, 2006.
WINTHROP REALTY TRUST
By: /s/ Peter Braverman
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Peter Braverman
President